Lost
by Wildmuttpuppy
Summary: Once again Earth is being invaded by aliens who have a weapon more dangerous than the Anihilaarg. While fighting this new enemy someone dear to Ben is brutally taken away, or is he? Rook is willing to take great risks if it means keeping his boyfriend safe. Story made by me and Magiccatprincess.
1. Chapter 1

Disclaimer: We don't own Ben 10.

Chapter 1.

Blueberry-blues was definitely going on the last of best smoothies ever. Ben was already a fan of the new flavor. The teen took another long sip before letting a loud burp.

Across the table, his boyfriend rolled his eyes. "Ben..."

"Sorry Rook." Ben smiled at the Revonahgander. "Excuse me."

Kevin had a sly smirk on his face as he leaned back in his chair, resting the back of his head on his arms. "When he burps like that it means he likes the flavor." He chuckled at a joke only he saw the humour of. Naturally Ben liked the _blue_ smoothie.

"So," Gwen said, after shooting her boyfriend an odd look. "anything interesting happen here lately?" It had been a while since she and Kevin visited Bellwood, but she was on a seasonal break, and the anidote planned to spend all of it in her hometown.

Ben thought about it and shook his head. "Nah, not really." He took another sip of his smoothie. "We go to Mr. Smoothies, fight the bad guy, kick his butt, and-"

"You and Rook make out at the end of the day?" Kevin added, a sly look on his face.

KICK!

Gasping Kevin pulled his leg out from under the table. "OW!"

"What was that?" Ben asked, a too innocent smile on his face. He was immune to Kevin's glare. "As I was saying," he continued on as if he hadn't been interupted. "Everything is going pretty normal around here, just the regular baddies lately. Even the media isn't being as pushy like it used to..." The teen trailed off when the sky suddenly darkened.

The four of them, along with everyone else in the streets looked up to see the sky filled with dozens of large blue battleships.

"That does not look good." Rook stated, frowning deeply.

Ben palmed his forehead. "Why is it that every time it's totally calm for a few days something like this happens?" He groaned and put his smoothie down. So much for just spending time with his boyfriend and cousin.

"The universe likes to mess with us like that I guess." Kevin shrugged, getting to his feet, his hand on the table, ready to absorb the matter if it was needed.

Ben's hand went for the Omnitrix dial, but stopped when it suddenly made a beeping sound, indicating that there was an incoming call. Shrugging, he pressed a button to answer it. "Hey grandpa," he greeted. "Does this have something to do with the big blue ships in the sky?"

"Spot on." Max answered. "All of you get to H.Q. immediately."

"We're on our way." Ben replied before hanging up and turning to the others, a confident grin on his face. "Time to save the world again."

Gwen, Kevin and Rook got up, Ben stayed behind a moment longer to take one final sip of his blueberry smoothie, before following after them and getting inside the proto-truck and took off.

They were only driving for a few minutes when the video display suddenly lit up and the face of an alien none of them had ever seen before appeared.

The alien was large, and had pale scaly skin, and triangle shaped yellow eyes. "Greetings, people of Earth." The alien started, an amused grin on his thin lips. "My name is Kwaadsay, and I am now the new ruler of this planet."

All of them, except for Rook who was focussing on the road ahead, stared at the large alien on the screen.

"He thinks he can just declare himself earth's ruler?" Kevin scoffed. "If it was that easy, I would have done-" He stopped talking at harsh look Gwen send him. "...Nevermind."

"If he thinks taking over earth's that easy then he has another thing coming for him." Ben muttered, glaring at the pale-white alien on the screen.

"You will obey my rules and do as I say, or else face sever consequences." Kwaadsay went on. "Like the last planet that tried to defy me." The screen changed to show a video of a planet. After a bright flash the planet started to burn away like a piece of paper.

The video then changed back to Kwaaday, who now a had smug expression on his pale scally face. "Your leaders have till sundown to surrender the planet to me, or my army will interfere and give you an example of what is yet to come."

All four passengers in the proto-truck stared at the screen. "Uh, Rook," Gwen was the one to break the tense silence they'd fallen into. "you might want to speed up before panicking people start swarming Grandpa's shop."

"Agreed."

**Ben-10-Omniverse.**

Once at Plumber HQ the gang waisted no time and quickly made their way to where Max was waiting for them.

"Grandpa!" Ben was already talking before they reached him. "Who the heck are those guys? And why do they want to take over earth?" Usually he'd encounter the species before it decided to try and take over his planet.

It had been a while Max had looked this stressed. "They're Bleezians." Max answered, a grim expression on his face. "Power hungry aliens who want to control the whole universe. They've destroyed many planets that tried to rebel against them. the one who made the announcement is their leader Kwaadsay."

Patelliday stood besides the elder human. An apologetic look on his face. "Some say he's worse then Vilgax and Ma Vreedle combined."

Well that sounded pleasant... "Why did they chose to attack earth?" Gwen asked, her arms crossed over her chest.

"Because earth is one of the most well protected planets." Max answered meeting Ben's eyes, letting out a short breath when he saw Ben wince. "Taking over or destroying this planet will make them look more powerful."

Ben rubbed the back of his neck, this was so not what he wanted his hero status to cause. "That planet he destroyed..." He really hoped it uninhabited... If not... Well than those lost lives were likely his fault to. "How did he do it?"

"Turns out the Bleezians found the Destruahl." Max answered, that grim look still on his face. "Kwaadsay has been using it to force world leaders to surrender to him. That combined with his huge army-"

"Wait, wait, wait, wait." Ben interrupted his grandpa's explanation. "What's a Destruahl?"

Rook was the one who answered, a worried expression on his feline-like face. "Some call it the sister weapon on the Anihilaarg." The Revonahgander explained. "It was made by the same people, but unlike the Anihilaarg the Destruahl can be ussed to for more specific targets."

"It's way worse than the Anihilaarg." Ben mumbled, his mind back to that moment when the Anihilaarg went off. The cold nothingness that was left of the universe afterwards...

That seemed way better than what happened to the planet Kwaadsay used to make an example of.

"But if we get that thing away from them then they'll be easy to beat right?" Kevin asked, if the Bleezians were only relying on _one_ weapon.

Max shook his head. "It's not as easy as that." He answered. "The Destruahl is on the mother ship and is heavily guarded. It would take a whole country population size army just to get to that ship. Not to mention getting past Kwaadsay's army..."

"But if we take down some of the other ships it would be easier to get to the mothership." Gwen wondered. "Right?"

Max rubbed his chin thoughtfully, before he could reply Molly Gunter, a woman who started working as a plumber on Earth only a few years ago, walked up to them. "Magister Tennyson," She started. "A large group of people and reporters are surrounding your shop."

Of course the media circus would join together with the frightened people. Max sighed. "Ben?"

"I'm on it." Ben answered, already turning in the direction of the door. "Come on Fuzzball."

Rook was about to follow after Ben, when Max spoke up. "Actually Ben I'd like to talk to Rook real quick about something."

"Okaaay." Was it just him or did Grandpa Max sound really nervous? Deciding that it probably was because of the invasion Ben turned to Gwen and Kevin. "Gwen, Kev, you two mind coming?"

"No problem." Gwen replied. It wasn't like she could help here anyway.

Once the three of them left Rook turned to Max, a small confused frown on his face. "Is something wrong?"

"Yes." Max nodded, he looked around, taking in the many plumber frantically moving around. All of them busy with their tasks to help stop the Bleezian invasion. "Lets talk in the Rust Bucket."

The old man was deadly silent on their walk to the old R.V. And he didn't spoke up after he closed doors behind him. Max just stood there, grimly staring ahead.

The man's odd behaviour was enough to make Rook worry. "What did you want to talk to me about?" He asked hoping to get Max out of his daze.

Max looked at Rook and finally met that his eyes. "How much do you know about the Destruahl?"

Rook frowned. That wasn't a question he saw coming. "Other then what I told Ben, not much."

Max tried to keep his expression neutral, but his mind was still reeling after reading through Paterlliday's report about the Destruahl. "What I'm about to tell you doesn't leave this room."

"Magister?" Rook was getting concerned. He then noticed how bad Max's hands shook. "Magister Tennyson? Is everything alright?"

"No," Max sighed and ran his hand down his face. "No, everything is not alright." He said and let himself sink down in his old leather chair. "The Destruahl is very similar to the Anihlaarg, but it's a hundred times powerful. If Kwaadsay uses it then there's only one of Ben's aliens strong enough to stop it."

"Alien X." Rook realised.

After Ben was sued by the intergalactic tribunal for recreating the entire universe, there wasn't a single being in the galaxy who didn't know how powerful Alien X was.

Max shook his head, slowly. "No... no."

"Magister Tennyson?"

"Alien X is powerful enough to stop it," Max agreed, nodding slowly. "but with all that power from the Destruahl, it would have negative effects on Ben's human body.

The fur on Rook's neck rose at that. He didn't like how... Hopeless Max had sounded as he said that. As if- Rook frowned. "How negative?"

"It-" Max rubbed his forehead. "It would most likely kill him..."

Rook's insides went cold hearing this. "B-but if Ben knew that he would not-"

"Rook, there are some things Ben hasn't told you yet," Max interrupted the Revonahgander. "Ben doesn't want you to worry about it..." And Max honestly hated that he himself knew about it. "But Ben always has this one plan." He remembered how ill felt when Ben so casually mentioned his 'back-up plan'.

"Yes." Rook nodded, he'd gotten tired of that plan long ago. "Charge ahead recklessly and get rid of the bad guys, but I do not see why Ben would-"

"That's not it Rook." Max's voice cracked a bit, but he forced himself to remain in control. "Ben's plan always is 'Get rid of the bad guys, save everyone... No matter what it takes." The man took a deep breath before continuing. "Ben is willing to sacrifice himself in order to protect innocent people."

The words hit Rook like a blow to the stomach, he even staggered back a few steps. "W-what?"

"If Ben knew using Alien X to destroy the Destruahl would kill him, he wouldn't care." Max explained. "He'll do anything to make sure his loved ones and everyone else gets to live safely. Which is why we need to get it and figure out how to destroy it."

"He..." Rook felt numb, he wanted to deny it. That Ben would be safe and not throw his own life away- but he knew Max's words were true. It was evident in the way Ben fought.

Ben was always quick to throw himself in harm's way. Taking the blows for innocent bystanders and for... Well anyone.

Rook had read Ben's file often enough to know that this wouldn't be the first time Ben sacrificed himself... He'd done it before for Patelliday's home world.

If Ben knew that there was a way for him to stop the Destruahl, than he would do it without a second thought.

The realisation made Rook dizzy and he sank down on an old chair. "_Brallada..._" He buried his face in his hands, still trying to process what he'd just been told. As if the constant threats on his boyfriend's life weren't bad enough... But knowing that Ben saw his own life as just another detail... Something he'd gladly give up if it meant other could continue theirs...

"Brallada!" Rook cursed again.

In retrospect Rook could understand why Ben did not want him to know about his 'get myself killed if necessary' back-up plan.

After ten minutes the Revonahgander finally looked up and met Max's eyes. "Max," It was the first time Rook ever addressed the human by his name other than rank, but ranks didn't matter. Not at this moment. Max had already said that everything spoken of now would not be repeated outside of this room. "you cannot tell Ben about this."

"I wasn't planning on it son." Max answered, looking far older than his actual age. He was damn proud of them, but he'd never meant to drag Ben and Gwen into this dangerous lifestyle. But couldn't regret introducing them to it either. Not with how much it helped them grow.

Neither Gwen or Ben would have met their boyfriends if it wasn't for this type of life, but still... He wished he could still protect them as easily as he could when he was younger. Before their problems were as big as the faith of planets or the entire universe.

"We need to get the Destruahl so we can find a way to destroy it." Max told Rook.

"But how?" Rook questioned, feeling drained. "Like you said, it would take a large army just to get to the mother ship."

Max smiled tiredly. "By force, but to sneak in, it would only take at least one man." He said meeting Rook's eyes.

It took a moment before Rook realized what the older man was implying. "You want _me_ to sneak in?"

"Yes." Max nodded getting up and starting to pace through the room. "I want you to go under cover, and work your way to the mother ship disguised as one of their own."

It seemed like a wise plan. Rook saw that, but there was one giant flaw that he couldn't believe the Magister had overlooked. "But would Ben not get suspicious if I have to leave for a long time?" He pointed out. "How are we going to keep this a secret from him then?" After all, Rook had been told many times that he wasn't a good liar.

Most of the times it was Ben telling him that.

Max stopped pacing, his back turned to Rook. "We're not going to tell him you're leaving."

"Pardon?"

Max body sagged under an invisible weight as he slowly turned around. "I don't like this idea and I'm sure you're not going to like it at all," He paused for a moment before continuing. "but it's the only way Ben won't suspect anything... We'll need to fake your death."

"Absolutely not!" Rook was on his feet before he knew it. "I will not trick Ben like that!"

"It's the only way!" Max shouted, hating the plan just as much as Rook did. "You think I want to do this to MY OWN GRANDSON! Ben will be crushed! But I rather have him miserable and grieving than sacrificing his life."

"There has to be another way..." Rook argued weakly, already picturing Ben's reaction when Max told him of his 'demise'.

NO. He loved Ben too much to put him through that. "Something, sir." Rook pleaded. "A different approach without me having to hurt Ben like that." '_There had to be something else...'_

Max was already shaking his head. "I can't tell him I'm sending you or anyone else to go undercover. He'll want to go in himself... And if he does-" Max swallowed. "I don't want him near that weapon Rook."

"I..." Rook had a hard time speaking past the fist-shaped lump in his throat. Never in his life did he think he'd do something so cruel as what Max was suggesting, but... The Revonahgander nodded solemnly. "Very well."


	2. Chapter 2

Disclaimer: We don't own Ben 10.

Chapter 2.

"Please, what's going to happen to us?!"

"What is Kwaadsay gonna do to us?"

"Will the human race be enslaved?!"

"Can you stop them?!"

"You gotta do something!"

Ben winced at the tsunami of questions the reporters and scared people threw at him. He only just resisted the urge to back away from them. "Um... Well I'm not going to let them-"

"Was this the Plumbers' plan all along?!"

"No! Of course not!" Ben shook his head, trying to kill out that sort thinking as quick as he could. "That's not what- the Plumbers aren't- Why would they..." Automatically his hand went for the Omnitrix and he started fiddling with the dial.

The teen only noticed he was doing it when Kevin slapped his hand away from the watch. "I thought you said you'd gotten better at public speaking!" The older male hissed.

Ben just gestured at the crowd, the look on his face practically screaming 'You try dealing with this!'. And yes, Ben had said that he'd gotten better at public speaking and it was true, but that was only when he had a certain Revonahagander standing at his side, ready to put a hand on his shoulder when the crowd got too pushy or he got flustered up.

Luckily for Ben, Gwen took a step forward. "Don't worry people." She spoke up, her tone calm and firm. "Ben and the rest of the Plumbers will do our best to keep you safe from the Bleezians."

Ben smiled. "Yeah! What she said." He quickly whispered to his cousin. "Thanks." Gwen smiled back at him. "No prob."

"So everyone should just stay calm and-" Kevin was cut off when a flash apeared behind the crowd and a group of aliens pointed guns at them. "DUCK!" The crowd ducked down when lazer blasts started flying at them.

Gwen quickly made a shield. "Ben!"

"I'm on it!" He slapped the omnitrix and turned into Diamond head. He quickly slammed his fist in the ground and a large tetranite sheild replaced Gwens. "EVERYONE GET OUT OF HERE!"

Listening to Ben, the crowd took off, getting as far as possible. Kevin touched the ground and absorbed it. "I already hate these guys!"

"You and me both, pal." Diamond head muttered, his eyes trained on the aproaching army. Most of the soldiers were Bleezians, pale skinned with yellow triangle-shaped eyes and multiple thick, strong tails. They worse silver and dark blue armors, and carried large guns.

The rest of the army exsisted of many different type aliens, all of them had different types of armor, but all in the colors of the Bleezian empire and all of those who weren't Bleezian had silver masks covering their whole heads with black lenses covering their eyes.

"Gwen keep shielding the people!" Diamond head cried before he and Kevin charged ahead.

Diamond head fired pieces of Tetranite all around him, aiming mostly for the soldiers' weapons.

Kevin punched every soldier near him, his body now imune for most of their blasts. But for every soldier he punched down, three took his place and joined the attack and started shooting at Gwen's mana shield.

Heck, most of the helmet-wearing-soldiers were firing their guns at buildings and cars in the area, trying to cause as much destruction as pausible, partly to give the humans an exaple of what was yet to come, and because the same had been done to their homeworlds when the Bleezians took over, so why should they go easy on earth?

Even when fellow plumbers rushed out of HQ to help fight the army, one thing became clear.

"There's too many of them!" Gwen cried, wincing with the effort it took to keep her mana-shield up while it was being shot at from every which direction.

Diamond head turned to everyone. "Retreat!"

Kevin looked at him in disbelief. "Are you serious?!"

"Unlike you I think with my head and fists! And my head's thinking we're going to get creamed if we keep fighting them!"

Kevin just groaned in annoyance. "Fine!"

"I'll makes some cover while you guys head inside!" Diamond Head started making more walls come out of the ground while everyone rushed inside. once everyone was in he followed. inside H.Q. everyone was rushing around, grabbing weapons and preparing to fight. Max rushed up to the three teens with Rook. "What happened?"

Ben was the one to explain. "The bad guys came out of no where and started shooting at everyone! There were to many of them so we had to retreat."

"They want to show us that they mean business." Max stated, a frown on his face.

"Like that wasn't clear when their leader burned down and entire planet!" Ben cried throwing his arms up in frustration. It was then he noticed the troubled look on his boyfriend's face. "You alright, Fuzball?"

Rook blinked, as if coming out of some trance and looked at Ben. "I am fine Ben." He assured his partner, smiling weakly. "There is nothing to be concerned about, your grandfather and I were just... Exchanging recipes."

"Exchanging recipes?" Ben repeated. "Earth is attacked by aliens with a super powerful weapon that could kill everyone, and you two decided to talk about food?" He raised an eyebrow. He honestely thought Rook had gotten better at lying in the past few months. Apparantly he'd thought wrong. "Really Rook?"

"I appologize for our inconvenient timing, my Smarahd." Rook answered, trying to sound as non-chalant as possible, hoping the use of his nickname for his beloved would be enough to distract Ben.

"Uh huh..." Ben wasn't buying it, but if Rook didn't want to talk about it than that was fine. He'd ask about it tonight. Shrugging the young hero focused on what his cousin and grandpa were talking about.

"So what's the plan?"

Max grabbed a blaster. "I'm taking a small group to attack the ships and try to get them to back off. You and everyone else stay here and protect Earth."

Ben nodded. "Got it."

Max looked at Rook. "I'm going to need your help with this one Rook. You're coming with me." He walked off to go find more people to go with them. Rook was about to follow, but he needed to do something before he left. "Ben."

"Yeah-" Before he knew it Ben was pulled into a tight hug and a Rook pulled him into a deep kiss. When Rook pulled away He got one more good look at Ben's emerald eyes. "Be safe, okay Ben?" Even though he was really confused, Ben just rolled with it. "Uh, sure thing. You be safe too. You sure you're okay?"

Rook gave him a reasuring smile. "I am sure. Love you." And with that, he left. Kevin raised an eyebrow. "Well that was weird." Gwen looked at her cousin confused. "What was that about?"

Ben shrugged. "I don't know, but I'm going to bug him about it later."

Half an hour later, Ben, Gwen, Kevin, magister Pateliday and a large group on fellow Plumbers, stood on top 'Max's Plumbing shop' all of them watching the smal team get inside the battle cruiser.

Ben swore he saw Rook cast him one last look before boarding the ship. The teen frowned in worry. Something was obviously up with his boyfriend. Ben sighed. He'd find out later, he had an attacking army to worry about now.

All of them watched the cruiser take off. Once it was out of sight Ben turned around and looked at Patelliday, who nodded.

"You kids and this team try and deffend this city." The fish-like alien instructed. "I'm gonna send of plumber teams across the planet. Ben be ready to be killed any moment if there's a situation on the planet that needs your help."

"Got it." Ben nodded. He turned around, a look of determination on his face. "You heard him guys!" He yelled at the other Plumber ages, his hand hovering above the Omnitrix. "It's Hero Time!"

**Ben-10-Omniverse.**

Max and Rook were in a private room in Max's ship. Rook was obviously very troubled. Max put his hand on his shoulder. "Just remember Rook, you're doing this to keep Ben safe." Rook nodded. "I know, that does not mean I feel any less guilty about it."

Max had nothing to say to that, so he just turned around so that the Revonahgander could have some privacy while he changed into the Bleezian soldier uniform.

Rook sat back down when he was done. "I.." He sighed sadly, his shoulders slumping. "Never before have I hurt someone I love, so much, as I am about to do now."

"I'm sorry Rook." Max really was. He wished he could go undercover in Rook's place, but he was needed to lead the Plumbers.. He sighed. "I'm going to need your badge, son."

Rook's head jerked up in surprise. "What for?"

"You can't be found having it." Max explained, the lines on his face getting worse when his expression changed. "And... I need to give it to Ben when I tell him about-"

Rook suddenly got to his feet and put the Bleezian helmet over his head. He couldn't speak anymore, he didn't trust his voice. His movements were slow and jerky as he reached for his Plumber Badge and handed it to Max.

He then walked over to the door of the cruiser and nodded at Max, as if saying goodbye.

Max couldn't see it because of the helmet, but silent tears ran down Rook's face as he walked away. "_Please forgive me..._"

**Ben-10-Omniverse.**

Ben, Gwen, Kevin and the fellow Plumbers managed to get the soldiers to back off and chased them out of town. Though it was obvious they'd be back.

Ben, Gwen, and Kevin were walking back to H.Q. and Ben was smiling about their victory. "Well that wasn't so bad. Only one Mr. Smoothies got destroyed."

Kevin just rolled his eyes. Gwen smiled. "At least most of Bellwood and Undertown is still standing and no one got seriously hurt. I wonder how Grandpa's mission went."

Kevin looked up at the sky and smirked. "I think pretty well. Some of the ships are backing off."

Once they got to H.Q., when they got out of the elevator they noticed people were looking at them sadly. When they found Max talking to Patelliday, Gwen was the first to notice the bandages covering her grandfather's arms. "Grandpa! Are you okay?"

Hearing his granddaughters voice, Max turned to them. "I'm fine, just a few scratches and bruises."

While Ben looked around Kevin spoke up. "Tough fight huh?"

Ben cut him off before Max got a chance to answer. "Grandpa, where's Rook?" The teen asked, a nervously looking around, hoping to see his boyfriend somewhere.

Max sighed sadly. He took Ben's hand, and put Rook's badge in it. "I'm so sorry Ben, I tried to save him but..."

Kevin and Gwen looked at Max in shock while Ben looked at him in horror. "What? No... No! Grandpa please tell me this is some kind of sick joke!"

Max just looked at him sadly. "I really wish I could Ben..."

Ben looked at the badge in his hand, he could feel everything falling apart. Rook, he was...Gone. Ben sank to his knees, holding onto the badge tightly as he held it to his chest. He was trying really hard not to cry. "No..."

Gwen quickly got on her knees and wrapped her arms around Ben. "Ben it's okay, let it out." Unable to hold it in Ben hid his face in his cousin's shoulder, wrapped his arms tightly around her and started sobbing. "Oh God please no! Please!"

Kevin got down on his knees and wrapped his arms around his Girlfriend and best friend, while Max got down on his knees too and rubbed Ben's back as he cried. Feeling horrible for doing this.


	3. Chapter 3

Disclaimer: We don't own Ben 10.

Chapter 3.

Once Ben managed to calm down enough, Max, Kevin, and Gwen took Ben home. The moment Max parked the Rust Bucket outside Ben's house Ben got out and headed inside. Max followed him inside.

Hearing the door open Sandra and Carl quickly walked into the hallway. "Ben is that you?" She asked hoping her son was home safe. She and her husband had been watching the news since Kwaadsay anounced himself the new ruler of earth, and then the program showing Ben, Gwen and Kevin fighting the Bleezian army. "We saw the fight on the news and-" Sandra gasped when she saw her son. "Ben honey, what's wrong?"

Ben didn't say anything. He just stumbled forward and hugged her tightly.

With a feeling of dread Carl tore his eyes away from his son who just looked so... Crushed. "Dad," unsure he looked at his father. He'd never approved of Ben becoming a hero, not only because of the danger it would mean for Ben, but also because of how helpless it would make him when it came to helping his son. "what happened?"

Max averted his gaze. "Rook went with me and a few others to attack some of the ships, but, he didn't make it..."

Sandra gasped and hugged Ben tightly. "Oh Honey..."

Carl joined in the family hug, wraping his arms around his wife and son. "Ben we're so sorry."

Ben didn't reply, he just pulled away from his parents and slowly made his way to his room.

Sandra moved to follow him but stopped when Carl put a hand on her shoulder. Her husband sadly shook his head. "Give him time."

"But..." Sandra looked at Ben's closed door. "Time isn't gonna fix this, dear." She sniffled, trying to blink back the tears welling up in her eyes. "Rook's gon-" Sandra covered her mouth to stop herself from sobbing. "Oh poor Ben..."

Inside his room Ben had sat down on his bed, hugging his legs and with his head burried in his arms. He wasn't crying... He just needed to drown it all out. It _all_needed to stop!

For the past two hours he felt like he was in some sort of daze. His thought process was slow and he couldn't focuss. The only thought that he seemed to be capable off was a slow but steady mantra of: _'No, no, no, nono no please no...'_

Only the word no.

Nothing else.

Ben couldn't think of anything else, because if he did-

_'No...'_

Ben closed his eyes, his body trembling. _'No, no, no nono no please no...'_

His eyes snapped back open after a few seconds. He couldn't- Ben saw Rook- Rook who fine when he boarded the ship- but- But he wasn't and- _'No, no, no please no...'_

Ben's hands shook as he reached into his pocket and pulled out Rook's Plumber badge. He just stared at it. Rook was so proud of being the first Revonahgander to pass at Plumber Accademy. He took great pride in carrying his Plumber Badge around, and now it was-

The only thing left of Rook Blonko... Top Plumber, beloved son and brother- And loving boyfriend...

_Please..._

"Be safe..." Ben choked out the words, tracing the red circle on Rook's badge. Those had been the last words he'd spoke to Rook, but- but Rook hadn't- "Oh god" Ben let out a gasp like sob, trying to keep it all in.

He'd already broken down once, heroes didn't-

_No, no, no please no..._

"Please.." Ben sobbed burying his head in his arms. "Please come back..."

But Rook wasn't coming back.

Ben stayed like that for hours, the sun set outside, but he didn't notice. At one point his grandpa came into the room, put a strong hand on his shoulder. Max said something, but Ben didn't hear him and soon he was alone again.

Hours later the teen faintly registered flashes of bright orange light outside and the explosions got him to slowly look up and turn his head to the window.

Flames shot out of the neighboor's houses. The city was burning and things were things being thrown from the Bleezian ships in the sky.

"Bombs." Ben whispered blinking slowly, harshly forced out of his depressed daze. His movements were slow as he glanced at the Omnitrix. Dull emeraled eyes narowed and he hit the Omnitrix's dial and was engufled with bright green light.

"Big Chill!"

Big chill became intangle and flew through the wall of his room.  
He flew high in the sky and between the high rising flames and underneath the bombs falling from the sky. He breathed out rays of ice, trying to stop the fires.

The air was black with smoke, the only light was that coming from the flames. All around people were screaming in pain or fear. Children were crying and bombs fell from the sky being thrown from the hundreds of battleships blocking away the light the stars and moon would have provided.

And high in the sky flew one Necrofiggian, alone. Big Chill tried to put out all the fires, but it was everywhere, so he ended up shooting ice everywhere... But it was hopeless.

Big Chill let out a loud outraged screech, surounded by flames, destruction and screams.

_Rook wasn't coming back..._

**Ben-10-Omniverse.**

A week later Kevin forced Argit at Plumber HQ where the two of them were trying to strike a deal.

"So let me get this straight," Argit frowned at Kevin, the look on his face making it clear that his answer was 'no. "You want my help to defeat the big scary bad guys, who already destroyed half the town?" Not to mention what they'd done to the rest of the planet.

"Yeah," Kevin nodded. "your venom will come in handy when we take down some of the ships so we won't get busted if someone sees us."

"Uh huh, yeah." Argit crossed his arms. "And what do I get in return?"

He shouldn't have said that.

Glaring at the rodent-like alien, Kevin reached down and lifted Argit off the ground by the collar of his orange jacket.

"HEY!" Argit cried struggling to get out of Kevin's grip.

Kevin held Argit up to eye-level. "How about you don't get to _die _along with everyone else on earth if we fail!"

That was a good argument.

"Okay! Okay! Fine!" Argit cried holding up his hands in surender. "Now put me down your stretching my clothes!" He sighed in relief when he was finally put down. He straightened out the wrinkles in his clothes. "By the way," Argit looked up. "I heard about what happened to Benny's Furball." He said, his expression shifting, and a real worried look appearing on his face. "He doing okay?"

Kevin sighed. "I don't know." He hated to admit it, but there wasn't anything he could do. "I haven't seen him since we found out." He was still grieving for Rook himself too. "Gwen went to go check up on him."

"I honestly feel sorry for the poor guy." Argit muttered, his ears lowering. "Those two were perfect for each other." The media had just started calling them 'Earth's Power Couple'.

"Yeah, I know." Kevin nodded, balling his fists. "Next time I run into those alien creeps I'm going to break them like twigs."

**Ben-10-Omniverse.**

Gwen knocked on Ben's bedroom door, her aunt had let her in the house. "Ben?" She called out. "It's me. Can I come in?"

A moment later Ben opened the bedroom door. The red-head took in her cousin's appearance. Ben's hair was a little messier then usual and he looked like he hadn't slept well in days, but other than that he looked fine.

"Am I needed at H.Q.?" Ben asked, his normaly bright eyes, dull and he sounded exhausted.

"No, I just wanted to hang out with you for a while." Gwen held up a cup and a bag. "They're not from Mr. Smoothies, but I thought it might cheer you up a little." She said smiling a small smile.

For a while Ben just looked at the items. Finally he took them and moved out of the way so Gwen could come in. "Thanks."

"You're welcome." Gwen replied walking into the room and closing the door behind her. "Do you want to watch Sumo Slammers?"

Ben shurgged, not really caring. "Sure." He answered. He sat down on the end of his bed and took a sip of the smoothie Gwen had gotten for him. It didn't tast as good as Mr. Smoothies but could be worse.

After Gwen turned on a recored episode of Ben's favorite show she sat down besides Ben.

For ten-minutes they watched the cartoon in complete silence. After a while she looked at Ben, not really sure what to do next. A part of her hadn't even expected him to be home. "...Do you want to talk about it?"

Ben sighed and turned to face his cousin. "Gwen I don't need some stupid therapy talk or something."

"I'm not trying to make it a therapy talk." Gwen assured him. "Just a simple talk, cousin to cousin. If you don't want to it's fine."

"Well I don't." Ben almost snapped. "I'm okay." He looked down at his lap, his fingers toying with the straw of his drink. "I know the Bleezians have taken over all the media," Will Harangue was loving it.. "but you or grandpa must have seen me out there as one of my aliens."

Every day he'd go outside transform into one of his aliens and go fight the Bleezian soldiers or help the people. So many homes were destroyed already... Ben would come back home late, stare at his food and then lay awake in bed for eight hours and try to keep himself together. Then the cycle would repeat.

He was only still home because he'd actualy fallen into a restless sleep the night before.

"I'm not locking myself up in here if that's what you think." Ben continued. "I've been out there-"

"Slowly getting yourself killed?" Gwen cut him off. She sighed sadly when Ben refused to meet her gaze. "Ben this lone wolf act needs to stop." The anidote put a hand on Ben's shoulder. "You can't take on an army on your own Ben. Let us help. The Plumbers-"

"I'm not a Plumber Gwen!" Ben snapped at her. "It's not- I'm not..."

"I miss him too, Ben." Gwen sadly told her cousin.

Ben took a deep breath. "..I..." The teen sighed. "He was, always there for me. Rook always cheered me up, made me laugh, made me feel safe..." Ben clenched his eyes shut, forcing the tears back. "But now that he's gone-" It was imposible to talk past the lump in his throat.

"I know this isn't easy for you Ben," Gwen quietly told her cousin, her chest aching. It hurt to see Ben like this. "but I know that Rook wouldn't want you to do this lone-wolf act, and shut everyone out." She winced when Ben turned to her, his eyes red, and yet he wasn't crying. "I'm not saying you should forget about Rook, you never should." Gwen told him. "But right now the world needs you, and the Plumbers could really use your help. Your parents, Grandpa, Kevin, and I will be with you every step of the way."

Ben hand was in his pocket, holding onto Rook's badge. What would Rook think of him constantly going out alone?

Nearly all their arguements had been about Rook complaining about Ben's recklessnes.

Rook wouldn't want Ben to isolate himself like this.

Ben sighed."..Yeah, you're right." He smiled weakly. "Thanks Dweeb."

"You're welcome." Gwen smiled, glad to see some spark return to Ben's eyes. Oh, she almost forgot. "Here." She handed him a silver necklace chain.

Ben took it, blinking in confusion. "What's this for?"

"It's for the badge," Gwen answered. "to keep it close to your heart."

Ben looked at the chain for a while, his expression unreadable. He then pulled out the badge, attached it to the necklace, and puts it on. Ben stared at the badge for a few moment longer before tucking it under his shirt. "Thanks Gwen."

"Any time." Gwen said pulling him into a quick hug.

When they pulled apart Gwen took a step back and looked Ben over. "Ready to take on the bad guys?"

"Oh it's hero time alright." Ben nodded, a determinded look on his face. "But there's something I have to do first."


	4. Chapter 4

Disclaimer: We don't own Ben 10.

Chapter 4.

"Are you sure you don't want me to come with you?" Gwen asked. She was in the lab at Plumber H.Q along with Ben, Grandpa Max and Azmuth, who was working on the controls of his teleporter.

Ben shook his head and got onto the platform. "No, this is something I got to do on my own." He looked over at Azmuth who for once was showing actual worry. "I'm ready."

"I'm giving you twenty minutes." Azmuth told Ben. "Then I'm teleporting you back, whether you'r done or not." He waited till Ben nodded before pressing down on a yellow button and teleported Ben to Revonah.

Ben disapeared in the blink of an eye.

"Azmuth," Gwen looked at the Galvan. "Are you able to teleport a small team of Plumbers into the Bleezian mothership?"

Azmuth shook his head, his hands folded behind his back. "Even a being as smart as me needs the ships' coordinates before I can teleport anyone onto it. There are hundrds of Bleezian ships flying over the planet. It will take time for me to pin-point the exact location of the mothership."

"Oh," Gwen did her best not to show her disapointment. "Okay then," She started walking to the door. "I'm gonna go see how Kevin and Argit are doing." Gwen told them before leaving the lab.

Azmuth waited till she was gone before he turned to Max, the disaproval clear on his face. "Oh Max..." The first-thinker shook his head in disapointment. "What did you do?"

**Ben-10-Omniverse.**

Ben looked around, taking in the view of Rook's home world. He could feel his heart sink a little when the smell of Amber Ogia reminded him of Rook. Taking a deep breath to keep his cool, he walked up to the house that was a few feet in front of him and knocked on the door. After a few moments Young one opened the door. The little revonahgander smiled. "BEN!" He hugged the hero tightly. "It is so nice to see you!"

Ben forced a smile and hugged Young One back. "Hey Young One. Can you get your parents please? I need to talk to them in private."

Young one looked at Ben, a little confused by the tone of his voice, but he nodded and left to get his parents. A minute later Da and Bralla came outside. Da raised an eyebrow. "Ben Tennyson? What are you doing here?"

Bralla gave Ban a concerned look when she noticed how tired he looked. "Does Blonko know you are here?"

Ben took another deep breath before speaking. "L-look, I probably have only 15 minutes left before I'm teleported back home, and I didn't want to say this infront of your kids..."

Now Da was starting to get worried. "What is wrong?"

"Earth, is under attack by an alien species called the Bleezian. While trying to defend the planet, y-your son... D-died. I'm so sorry..."

Da and Bralla gasped in horror. Bralla quickly hugged her husband when she started to sob. Da hugged his wife tightly while he could feel tears rolling down his own cheeks. "How could this happen?"

Ben felt absolutly horrible seeing Rook's parents look so heart broken. "I'm really sorry. I wasn't with him at the time when it happened, but my grandfather tried to save him. I'm so sorry."

Ben reached for the necklace around his neck and took it off. "Rook's Plumber badge," he said, holding it out to Rook's parents. Ben didn't look at them though. He couldn't watch himself give away the only thing he'd left of his boyfriend. "He used it with pride and I know it meant a lot to him, so maybe you should-" The teenager stopped talking when a pair of soft hands gently folded his hands over the badge and pushed his hands to his chest.

He stared at Rook Bralla, who had tears streaming down her face. "Ben Tennyson.." She started, her voice soft. "I have never seen my son as happy as he has been with you."

Bralla gently squeezed his cold hands. "You may be an outsider, but you have brought my son real happiness. You deserve to keep this." She nodded at the Plumber badge. "As a tokken. I know-" She swallowed down a sob. "I know that Blonko loved you very much."

Ben wiped the tears that threatened to come out of his eyes away and smiled at them. "Thank you."

Bralla gave him a quick hug. "I am sure your planet needs you." She pulled away and gave Ben a sad smile. "We will inform Blonko's siblings about what happened. Keep your home safe."

Ben nodded. "I will. Again I'm really sorry."

Da put his hand on Ben's shoulder. "It was not your fault. You do not need to apologize. Goodbye Ben Tennyson." With that, Da and Bralla went back inside. Ben turned around and walked away. Not wanting to hear Rook's siblings cry when they found out what happened.

**Ben-10-Omniverse.**

After Max explained everything to him, Azmuth sighed and shook his head. "Max, I know your best interest is to protect Ben, but pressuring Rook to toy with Ben's emotions like that isn't the answer."

Max rubbed his head. " I know, but what else am I suppose to do? If Ben finds out about how to destroy the Destruahl he'd do it even though it would kill him."

"_**If**_ it would kill him. It's only a 90% chance of death, and Ben has beaten the odds before."

"I'm not taking that chance Azmuth."

"But you rather take the chance of Rook getting caught and getting killed while under cover? What will you tell Ben then? That you lied to him about his boyfriends death and now he really is dead? If that happens Ben's going to get even worse then he is now."

"What other choice did I have?!"

"You could have told Ben the truth." Azmuth answered. "Instead you used emotional manipulation to send Rook on a mission that will likely get him killed. The poor guy doesn't even have a way to comunicate with the Plumbers if something goes wrong."

"Nothing will go wrong." Max quietly insisted, no longer sure of his own words. He knew that it had been cruel of him to ask this of Rook and after seeing how miserable Ben was... But he had no way of calling Rook back, and he still didn't want Ben anywhere near the Destruahl.

Azmuth shook his head and walked back to the control panel of his teleport machine. "Oh it will." The ancient Galvan sighed sadly. "And when it does, old friend. I fear it is going to be Ben who will pay the price." He pressed a few buttons and a moment later the platform lit up and Ben appeared on it.

"Hey kiddo," Max greeted. His stomach dropped when saw Ben gazing at Rook's Plumber Badge with such a longing look. "How did it go?" He asked, knowing Azmuth would keep his secret.

Ben blinked, only now realizing that he was back. "Uh.. As good at it could go, I guess." He answered, putting the necklace around his neck again and tucking it under his shirt.

He walked over Azmuth. "Hey Azmuth, I've been meaning to ask," He started. "Do you know a good counter-argument other than 'It's the universe, it's everything there is and it will be gone if we don't do something'?"

Max tensed up. "Ben?" He asked nervously. "What are you talking about?"

"I need to be ready to convince Alien X's two personalities to save the universe again in case Kwaadsay uses the Destruahl." Ben shrugged, it seemed rather obvious. "So Azmuth? Serena is gonna be easy to convince, but Bel-"

"Ben," Max interupted his grandson, his voice coming out harsher than intended. He forced a small smile on his face when Ben looked at him, his eyebrows raised. "Why don't you go see if you can help Kevin? He and Gwen are working on a plan to sneak into one of the Bleezian ships."

Ben frowned, but shrugged. "Okaaay." He looked down at the First-Thinker. "See ya Azmuth." Ben said before exiting the lab.

When the young hero was gone Azmuth turned to Max, the look on his face practicaly screaming 'I told you so.'

**Ben-10-Omniverse.**

A few weeks later, they got a plan into action to sneak onto the ships and destroy them from the inside. Different groups going for different ships. Ben, Gwen, Kevin, Argit, and Max were going together. Max turned to look at the teens. "Now remember, all we have to do is find the weapon supply room, put the bomb in it, and get out of there. Got it?"

Gwen nodded. "We got it."

Argit crossed his arms. " I still can't believe you talked me into this." Kevin glared down at him. "Believe it."

Kevin leaned over to his girlfriend and whispered while looking at Ben. "So how's he doing?"

"He's doing okay. He's just been pretty quiet."

Argit looked at the two. "Well we don't need to make him worse by bringing up R-O-O-"

Ben turned around in his seat and looked at them annoyed. "Guys, my ears work just fine you know." He turned back round and crossed his arms. Kevin glared at Argit, and stomped Argit's tail.

"OW!" Argit quickly grabbed his tail. "Jeez, I'm sorry!"

Before Kevin could even say anything Max spoke up. "We're approaching the ships, be ready kids." After he said that he activated the cloaking.

Ben pulled out Rook's badge from under his shirt and slowy traced the red circle on it with his finger. "Wish me luck Fuzzball..." He said before getting up and walking to the door.

**Ben-10-Omniverse.**

Sneaking onto the ship was surprisingly easy, they didn't run into many soliders, the ones they did run into, Argit took care of, poisening them with his quills. It didn't take long for them to find the weapon supplies.

Argit whistled when he got a good look at the room. "Nice stash they got here. Well since we're going to blow it up." He reaches to grab one of the guns, when Ben grabs his hand and glares at him. "Don't even think about it." Not wanting to get the hero mad at him at the moment, Argit just groans in annoyance.

Kevin stuck the bomb to the middle of the floor. "Okay we have enough time to get the hell out of here before this thing goes boom."

Max nodded. "Alright, let's go."

Right when they turned around to leave the door opened to reveal at least thirty soldiers standing there with their guns pointed at them. Argits ears dropped. "Or not." He started shooting quills at them, hitting most of the soldiers. Kevin absorbed the metal in the room and glared at the soldiers. "You guys messed with the wrong group!"

Gwen started blasting mana at them while Ben slapped the omnitrix, turning into stinkfly. He started spitting slime balls at the bad guys when something caught the corner of his eye. "One of them is getting away!"

Max looked up in time to see Stinkfly taking off. "BEN WAIT! THE BOMB!" What his Grandpa shouted when in one ear and out the other. Ben was to focused about getting the one soldier. Once he cornered him an a room Stinkfly glared at him. "Buddy, you have no idea how screwed you are right now."

Stinkfly tried to get him with his stinger, but the guy dodged. Ben started throwing punches, kicks, and slime balls but the soldier kept dodging. "WHY WON'T YOU FIGHT BACK?"

Back with the others, they managed to take down all of the soldiers. Max looked in the direction Ben went. "We need to find Ben fast, how much time do we have till that thing goes off?"

Kevin looked down at his watch, and his eyes widdened. "5, 4, 3, 2,-"

Max quickly looked at Gwen. "GWEN!"

Gwen quickly made a sheild, right when the bomb when off.

When the room they were in started to shake franticly, the soldier ended up falling to the ground. Stinkfly looked around, and finally he remembered his mission. "Oh crap, the bomb!" He was about to get the heck out of there, when the room started to fall apart, and a large piece of the ceiling falls on him, sending him to the ground. When he hit the floor his head started to trob and he started to see spots. Before he blacked out he could have sworn he heard someone yell his name.


	5. Chapter 5

Disclaimer: We don't own Ben 10.

Chapter 5.

Rook didn't enjoy being under cover at all. Being all alone and surrounded by the enemy was nerve-wrecking, but he had to do this. For Ben.

The news of his "Death" spread like a wild fire in only a few hours everyone was talking about the first victim of the war.

While the Bleezians celebrated their victory the civilains of earth wondered how their hero handled this loss. Rook wondered the same thing.

The night he went under cover, Rook stood in front of the large windows of the battleship. Unable to look away from the mass destruction.

He'd stood there, pretending to enjoy the sight like the other soldiers did. He thought things could not get any worse, so naturally the universe tried to prove him wrong. That is when Big Chill showed up and sarted atempting to put the fires out.

Rook felt his heart shatter when Big Chill let out those heartbroken shrieks. And it took all of his strength not to give in and return to Ben right that moment.

Over the next few weeks he got closer and closer to the mother ship. Just when things started to go smoothly...

Everything went downhill.

Rook was walking down the hall when he heard commotion, when he went to check it out he saw Gwen, Kevin, Max, Argit, and Ben fighting off the soldiers. Not wanting to get involved Rook tried to sneak away when-

"One of them is getting away!" Stinkfly cried and started to dive down to attack Rook.

_'Oh Brallada'. _

Rook quickly took off. He heard Max yell something but he couldn't tell what he said. The Revonahgander ran down many different hallways, hoping to loose Ben, but he had no such luck.

This was not how he imagined his reunion with Ben to be like... Rook ended up taking a wrong turn and got cornered into a room. Rook turned around and saw Stinkfly flying above him.

"Buddy," Stinkfly glared down at the soldier. These Bleezians would pay for everything they'd done. "You have no idea how screwed you are right now." He muttered as he prepared to fire at the soldier.

Under-cover or not, Rook wouldn't even think about hurting Ben, so every time he threw an attack Rook dodged it. Which was actually easier than he expected. Ben had an incrediable aim in the form of shooting aliens, but Ben wasn't aiming the way he normally did.

The teen was shooting slime shot after a slime shot, not thinking. The attacks coming blindly as Ben grew more and more frustrated. The fact that his enemy wasn't putting up a fight wasn't helping. "WHY WON'T YOU FIGHT BACK?" Ben screeched, his attacks coming faster and faster.

Stinkfly prepared to fire his largest slime shot yet, when suddenly the whole room began to shake violently.

The force of it made Rook fall to the ground. Grunting, he tried to get up or else be killed by his own boyfriend.

"Oh crap," Stinklfy stopped forming the slime-shot, when he realized what was causing the ship to shake. "the bomb!" He started fly towards the exit when a large piece of the ceiling fell on top of him.

Rook watched in horror as Ben fell to the ground and stayed there, unmoving.

_No_!

"BEN!" Before he was aware of what he was doing, Rook ran towards Ben and with all his might pushed the piece of ceiling crushing Stinkfly. After three terrifying minutes during which Rook feared he would not make it, Rook finally managed to push the piece of ceiling off his boyfriend.

Stinkfly groaned softly when the ceiling came off of him, but didn't wake up.

Frowning in worry Rook hit the Omnitrix symbol on Stinkfly's chest, turning Ben back into his human form.

Staring at Ben for a moment, Rook shook his head. This was not the time to let his emotions get the best of him. He could not blow his cover. Not with the risk of losing Ben

Rook carefully picked Ben up and carried him to the corner of the room where he put Ben down and shielded the hero with his body from any more falling rubble.

When the shaking finally stopped Rook looked at the only entrance and exit of the room which was now blocked by large pieces of metal.

Chewing on his inner cheek, Rook looked back at Ben, finally noticing the blood dripping down from Ben's forehead.

The Revonahgander gently pushed Ben's hair out of the way, revealing a small gash on the side of Ben's head. It didn't look that deep, but it was bleeding a lot. Rook reached for the small first-aid-kit attached to his armor and quickly used some disinefectant to clean out the gash before putting a small piece of bandage over it.

Once he was sure that the wound was properly bandaged Rook sat down and rested Ben's head on his lap, and cuped his boyfriend's cheek, taking in his appearance. Ben looked like hadn't had a good night sleep in days.

Rook reached down to brush Ben's bangs back when suddenly those emerald eyes he loved so much shot open.

Ben blinked slowly, disorientated from the blast. It was then that he finally saw the person sitting besides him. "You-!" He quickly sat up wincing when the movement sat bolts of pain to his head. "Okay bad idea." The hero mumbled his hand going up to touch his forehead, frowning when his hand made contact with the small piece of bandage.

He looked at the soldier who was still sitting besides him, unmoving.

"You helped me." Ben stated frowning. "Why would you do that?"

The soldier tilted his head. Rook couldn't answer if he wanted to. He was frozen in his place, unable to look away from Ben's eyes. Those eyes he loved so much, they... Were so dull. The spark was gone... That energetic, spark of life was gone, leaving Ben with a tired, depressed look.

And he'd done that.

Behind his silver helmet Rook was furiously blinking back tears. 'What had he done?'

"Uh... Dude?" Ben questioned, warily gazing at the soldier. "Can you talk?"

Rook just nodded, not trusting his voice, knowing Ben would probably recognize him, just by the way he spoke.

"Well are you going to talk?"

After a moment of hesitation Rook shook his head.

Of course... Ben rolled his eyes. Of course this couldn't be normal- He stilled, noticing something felt off. Swallowing Ben put a hand on his chest and felt around.

It wasn't there.

"The badge!" Ben cried out. Ignoring the pain in his head, Ben quickly got up and started looking, digging though the debries. "No, oh no!" Ben's mind was numb with denial. "Where is it?!" He couldn't have lost that too!

Rook stood up and watched Ben in worry. He looked around, wondering what his beloved was looking for. His eyes landed on his Plumber Badge which lay on the floor where Ben had fallen.

He picked his badge up noticing it has a necklace chain attached to it. Ben kept his badge the whole time?

Rook quickly turned to Ben who was still looking around. He tapped Ben's shoulder, and held out the badge to him.

Ben was fast to snatch it out of Rook's hands. "Oh thank God." The young hero sighed in relief, holding the badge close to his chest. "If I lost that too..." It would be like losing the last piece of Rook he had left...

Ben was suddenly aware of the Bleezian soldier who was still staring at him. He rubbed the back of his neck awkwardly. "Uh, thanks, I guess..." He said, puttin the necklace on again.

The soldier just nodded and sat down with his back against the wall.

After a moment of contemplation, Ben sat down besides him. Looking at the Omnitrix, Ben groaned in annoyance when he saw the stupid exclamation point pop up. They were stuck...

Sighing sadly, Ben looked at Rook's badge. He'd been doing that a lot. Ben would stare at it in moments when he felt that he needed Rook. When he needed to feel the way Rook made him feel, whether it was to cheer up, or feel safe... Rook had always known how to make Ben feel better.

Rook looked at Ben and the Revonahgander practically felt his heart sink when he saw the tears forming his beloved's eyes. Oh how he desperatly wanted to rip of his helmet, wrap Ben in his arms, and promise him that everything was alright. That he was still alive...

But that would destroy everything he and Max had worked for in the past few weeks. His and Ben's suffering would all be for nothing.

So instead Rook reached into his utility belt and pulled out a tissue and held it out to Ben.

Blinking in surprise, Ben snapped back to reality and took the tissue from the soldier. "Thanks..." He said once he wiped the tears from his face. "So do you know how to get out of here?"

Rook shook his head.

Ben sighed. "So we're stuck here for a while huh?" Stuck in a room with a soldier who was supossed to kill him... Just great.

The soldier just shrugged.

"You're not a Bleezian are you?" Ben had to stop himself for slapping his forehead, remembering his head injury. "Yeah the lack of tails kind of gives you away." He rubbed at his eyes again. "And seeing that you helped me, I guess you don't agree with Kwaadsay... So what the guy has obligatory military service or something?"

Rook nodded. He wasn't even lying. From what he had learned from the other soldiers in the army, only actual Bleezians wanted to join Kwaadsay's army. All the other soldiers of other spieces came from the many planets the Bleezians had taken over. Most of those men had been forced to join the millitary.

"I'm sorry." Ben sighed, pulled his knees up. "I wish I knew about the Bleezian empire sooner so I could have stopped this whole mess." The teen looked down. "Maybe I could have prevented them from killing my boyfriend..."

It was torture for Rook to watch Ben like this. All of Ben's confidence was gone and he just looked so... Hopeless. Like all his happiness had been taken away.

Rook reached out but pulled his hand back sharply. He should not- It would blow his cover, and- _Brallada! _Hemissed Ben so much... And Ben was right there!

So Rook reached out.

Ben froze when he felt the soldier gently patted his head, twice. He immediatly straightened up. "Did you just..." Ben stared at the soldier, his eyes wide. "Did you just 'there there' me?"

Rook quickly got to his feet, his hands went up to his helmet, ready to end this facade-

But before he could reveal himself to Ben, when suddenly the broken pieces of the wall that blocked the door were blasted away.

The smoke cleared to reveal eight Bleezian soldiers standing in the doorway, all of them holding their weapons ready to fire.

Their leader, Irrit, stepped forward, his yellow eyes scanning the room. A smile formed on his thin lips when he saw Ben. "Good work soldier," Irrit nodded in Rook's direction. "You caught Tennyson."

Ben quickly got to his feet, ready for a fight, but the soldiers grabbed his arms before he could even try and reach for the Omnitrix. "Hey!" Ben yelled, struggling to get out of their grip. "Let me go!" He froze when the soldiers pointed their guns at him.

Irrit crossed his arms, a smug look on his face. How lucky was he? Kwaadsay had orderd the capture of Earth's hero the moment they invaded Earth, and here he was.

"Now the boss want you alive, for now," Irrit casually informed the hero, slowly walking closer to Ben. "but if you do anything funny then we'll gladly make sure to leave a _permanent mark_." He chuckled darkly and patted Ben's cheek. "Understood?"

Ben pulled his head away from the Bleezian. "Screw you dude! If you think I'm- AH!" Ben doubled over in pain when Irrit suddenly kneed him in the stomach.

It took all of Rook's will power to not tackle Irrit right that moment.

Irrit forced Ben to look at him by pulling at his hair. "_Understood_?"

Ben groaned, but eventually nodded his head.

"Good," Irrit smirked and patted Ben's cheek again, taking great pleasure in the teen's humilation. "lets go." He looked at the one soldier who had managed to capture Ben Tennyson. "Come on Soldier, Kwaadsay would probably want to congratulate the guy that caught Earths protector."

After a brief pause Rook nodded, and followed Irrit and his troop. Not once did he dare to take his eyes off Ben.

**Ben-10-Omniverse.**

Gwen, Kevin, Max and Argit stood in the throne-room of Bleezian Mothership. They had their hands cuffed behind their backs and wre surounded by Bleezian soldiers who all had their guns pointed at them. Most of the soldiers focussed on Argit so he wouldn't be able to shoot his quills at anyone.

Kwaadsay sat on his large, blue cushioned throne, his traingle-shaped eyes shinging with amusement as he gazed at his prissoners. He'd already been told litanant Irrit was on his way, with a very special prissoner. "Maybe now the people of Earth will finally listen to me, after I killed you all and their precious hero."

"Earth ain't going down without a fight!" Kevin spat, struggling to break through the handcuffs.

Kwaadsay chuckled, his eyes on the door. "We'll see about that." He said when Irrit walked with his soldiers and a struggling Ben Tennyson.

Irrit stopped in front of Kwaadsay's throne and straightened up. "Sir," he saluted. "we have brought you Ben Tennyson."

Smiling wildly, like a child on Christmas morning, Kwaadsay got off of his throne and stalked over to them so he could get a good look at Eath's hero. "The Ben Ten," He chuckled, looming over Ben. His tone made it perfecly clear of what he thought of the teen. "earth greatest hero, the most famous teen in the whole galaxy, and," His grin widened. "rumor has it that you're recently single."

Kwaadsay let out a small laugh when he saw Ben's eyes widen in hurt.

"I don't exactly recall killing this, Rook Blonko," Kwaadsay went on, starting to walk around a bit while looking so damn pleased with himself. "but when you end so many lives you start to loose count."

Ben finally found his voice. "You're one sick bastard, you know that?" He said, trying to sounds just as taunting as he had when he challenged Khyber for the first time. Somehow he sounded even worse now.

To Ben's surprised, his words only made Kwaadsay's smile grow.

"Yes I know," Kwaadsay smiled at Ben. "I've been called many other things too." His wide grin made him look somewhat deranged, which wasn't a bad look for psychopathic mass murderer."So you've been after my Destrauhl, correct?"

A small part of the floor opened and the Destrauhl is lifted out of it by an anti-gravity beam.

"Wonderful little thing isn't it?" Kwaadsay queried, turning back to Ben. "And you thought you could destroy it with your Alien X."

Ben raised an eyebrow. "Alien X can do that?" He planned on using Alien X if the Destruahl got activated, but he never considered simply destroying the weapon.

Near the wall Max and Rook tensed up.

Kwaadsay was taken aback. "You didn't know that?" And suddenly it clicked and he turned to Max. "Well, seeing how recluse you can get while fighting, I can understand if that was kept a secret from you."

Gwen looked at Grandpa Max, not believing what Kwaadsay was saying. There was no way Max woud have kept something like that from them. "Grandpa?"

Max sighed. This was not how he wanted Ben to find out. "Yes, Alien X can do that," he admitted. He met Ben's eyes. "but if Ben destroys it then the effects on his human body could kill him."

"Grandpa why didn't you tell me this earlier?" Ben asked in disbelief. All this destruction could have just been prevented.

"Because I knew you'd try to destroy it when you had the chance." Max answered, bowing his head in shame. He knew what he'd done was wrong. His actions not only hurt Ben and Rook, but also cost a lot of lives. "I don't want you killing yourself for our safety."

"Touching." Kwaadsay spoke up when Ben averted his gaze. "But sadly I need to cut it short." He nodded at Irrit who made a hand gesture at his troop.

The soldiers surounding Max, Gwen, Kevin and Argit raised their guns and prepared to shoot.

"Ah crap," Argit swallowed nervously. His ears lowered as he turned to Kevin. "hey Kev, if this is the end, I just need to say you're one of my closest pals, and I'm the one who scratched your car that one time."

Kevin was touched by Argit's words... Right un till his last sentence registered. "I KNEW IT!"

Kwaadsay was about to give his soldiers permission to fire their guns, when he noticed the necklace chain around Ben's neck. He pulled on it. His eyes lit up when he pulled a Plumber Badge from underneath Ben's shirt.

"Hey!" Ben protested. "Let go of that!"

The teen's reaction told Kwaadsay all that he needed to know. "This is your partner's badge." He stated, studying the object. "How sweet, keeping it even though he's long gone." Kwaadsay smiled gleefully, before yanking on the necklace hard enough to snap the chain.

Ben gasped, wildly shaking his head, "No!" He yelled, stuggling to free his arms. "Give it back!"

"Oh don't worry," Kwaadsay waved his free hand in up and down motion that basicaly said 'chill'. "you'll be joining him soon, so you won't be needing this." As he said that he crushed Rook's Plumber Badge in his fist.

"NO!" Ben screamed his insides going cold.

The last only thing he had left of Rook and it was... Ben hung his head in grief.

"Now, now," Kwaadsay waved his bony finger in front of Ben's face. A pleased grin on his pale white face. "No need to get all emotional. It's just buss-" He stopped talking when Ben slowly lifted his head.

Ben's face had gone pale, but it were his eyes that caught Kwaadsay's attention. Dull, emerald eyes glared at the dictator, the intense hate in them enough to make the powerful alien pause.

"Aw... did I hurt the little hero's feelings?" Kwaadsay laughed, showing off his shark-like teeth. "Well too ba-"

"Omnitrix, code 1 3 000." Ben cut off Kwaadsay's monolouge. His voice soft, but also so cold, that it shocked his friends and family. Ben closed his eyes before continuing. "Infinite lifeforms, excess code L. P 0 2" The Omnitrix made a series of high-pitched beeping noises before lighting up, surounding the teen in green light.

When the light faded Humangesaur stood in Ben's place.

Humangesaur opened his eyes and let out a loud fericous roar, before roughly throwing the guards holding him down of him, sending them flying across the room, and into the walls.

Roaring loudly, Humangesaur charged at Kwaadsay and started punching the dictator. Immediatly all the guards ran towards them, trying to save their leader.

Max, Gwen and the other instantly forgotten were instantly forgotten by the soldiers.

"What did Ben do?" Kevin asked, absorbing the metal of his handcuffs and becoming strong enought to break free.

"Who cares?!" Argit cried letting Kevin break his handcuffs. "It's awes- whoa!" He barely jumped away on time to avoid being impaled by a piece of taternite. "What the..." Argit turned his attention back to the fight.

Diamond Head was now fighting in Humangesaur's place.

"Did he turn on the randomizer again?" Gwen wondered, using mana to slice through her handcuffs. She then went to Max to free him of his bindings.

Max shook his head, staring at his grandson who... Fighting like some sort of feral beast. "I don't know, Gwen." He breathed, slowly shaking his head. Apparantly there were functions on the Omnitrix that only Ben and Azmuth knew about.

Gwen put a hand over her chest as she watched Ben fight. This was so wrong... Ben looked wild and... Dangerous. "We need to try to calm Ben down before he kills someone!"

In this state it took Ben only seconds to take down all the soldiers that had been attacking him. He was now Heat Blast, his flames burning so hot they became blue

Breathing hard, Ben started walking to Kwaadsay, who was slowly backing up from him. For the first time he understood why so many others avoided attacking Earth, and yet he couldn't believe this- this _thing_ was considered a hero. He'd seen how fericiously and easily Ben Tennyson had taken out his army... This was no man. It was a beast!

"You picked the wrong planet to mess with." Ben hissed, his voice low. "You destroyed homes, hurt innocent people who did **NOTHING **to deserve this, and thanks to YOU!" Ben roared, throwing a fire blast at Kwaadsay, hitting him in the chest.

Ben didn't give the alien a chance to recover. He placed his burning hand on Kwaadsay's chest and shoved him against the wall. Ben ignored Kwaadsay's screeches of pain.

"THE ONE PERSON I WANTED TO BE WITH FOR THE REST OF MY LIFE IS GONE!" Ben screamed at the dictator, the flames on his body turning white. "IF YOU DON'T WANT ME TO COOK YOU ALIVE, THEN YOU BETTER HAVE A DAMN GOOD REASON WHY I SHOULDN'T!"

Max stared at Ben in disbelief. "BEN!"

Gwen reached out in Ben's direction, mana wraped around Heat Blast's waist and she pulled him away from Kwaadsay. "That's enough!" The anidote cried, her eyes glowing.

Heatblast weakly struggled against the Mana, holding him. "But he-"

Gwen's eyes turned back to their normal shade of green. "We know Ben," She quietly told her cousin. Her voice calm and soothing. "but you're about to do something there's no coming back from. I know you're angry and upset, but you can't let that control what you do!"

For a moment it looked like Heat Blast was gonna try and stuggle out of her grip again, but then he looked at Kwaadsay, who had sank down to the floor. The color of Heat Blast's flames slowly turned back to orange. He sighed, his shoulders slumping in defeat.

A flash of green light surounded him and he turned back to normal.

Gwen sighed in relief. For a small moment she'd been worried that she wouldn't be able to get through to Ben. "It's alright, Ben." She said as she lowered him down to the floor.

Ben's eyes were on the shattered remains of Rook's Badge. "That was the only thing I had left of him..."

"We know Ben," Gwen said, feeling her own eyes well up with tears. They'd gotten Kwaadsay, the war was over, but that did not bring back what was lost. "and we're really sorry."

Kevin put a hand on Ben's shoulder. "Don't worry buddy," He quietly told Ben. "he'll pay for everything he's done. We'll all make sure of that." Kevin would make sure of it.

Argit nodded, feeling bad for the hero. He was more than just a bit impressed after what he'd seen Ben do. Argit knew that _he_ would not be so wise when given that kind of power. "I may not have known Rook very well," He started. "but I bet the guy would be pretty darn proud that you didn't off the guy." He looked over at where Ben left Kwaadsay. His eyes widened when he didn't see the dictator. "...Where'd he go?"

His answer came in the form of a certain... Familiar weapon went of.

The group turned around just in time to see the only remaining soldier shoot a blast at Kwaadsay when the dictator was inched away from grabbing the Destrauhl.

The soldier walked over to the fallen overlord and put his foot on top of Kwaadsay, pinning him down as he pulled out a pair of handcuffs with his free hand, while holding a prototool in the other. "You are under arrest." The soldier said, handcuffing Kwaadsay.

"What the...?" Kevin stared at the soldier and turned to the others, expecting that one of them to know what the heck was going on.

Max smiled tiredly, and walked over to his grandson. "Ben." He put his hands on Ben's shoulders, forcing Ben to look away from the soldier he'd been staring at, and meet his eyes. "I did something that I'm not proud of." He started, trying to control his nerves. What he did was cruel and he'd understand if Ben choose to never forgive him. "What I did wasn't right and it ended up hurting you and everyone very badly... And I'm so sorry."

For his part Ben just stared at his grandpa in confussion. "What..."

"I've been lying to everyone for the past few weeks." Max looked at the soldier, an appologetic look on his face. "And I pressured him to lie too. Azmuth talked some sense into me last time we saw him. So I'm sorry about that too."

The soldier nodded his head. "It is okay."

Ben gasped and took a staggering step backwards.

That voice...

No... It wasn't possible.

By now Argit had enough of this. "Are you going to tell us who the heck this guy is please?! You're driving me nuts!"

Max nodded at the soldier. "Well, might as well take that helmet off." He said, getting out of the way.

The soldier stepped away from Kwaadsay and took his helmet off, revealing his identity to the group.

An audiable gasp went through the throne room.

"Rook?!" Gwen exclaimed in shock.

Her boyfriend's reaction was much calmed. "No way..." Kevin breathed out.

"He's been alive this whole time?!" Argit cried, pulling on his ears.

Rook dropped the helmet to the floor and walked up to Ben. Ben who hadn't spoken yet, and was just staring at him, with a far away look in his eyes.

Rook gently brushed his thumb over Ben's pale cheek. "I missed you so much my Smarahd."

The pet-name seemed to pull Ben from his trance like state. He blinked a couple of times, as if he didn't believe what his eyes were showing him. Ben gently -as if Rook was something fragile that could disapear any moment- cupped Rook's cheek and Rook leaned into the touch, puring softly. He'd missed Ben so much.

Ben's mind was numb with disbelief. For weeks he believed Rook was dead and all this time he'd been undercover an-

SLAP!

Everyone recoiled at the sound of flesh striking flesh.

"HOW COULD YOU DO THIS TO ME?!" Ben shrieked, tears streaming down his cheeks. "I THOUGHT YOU WERE DEAD YOU SELFISH BASTARD!"

Rook's hand was on his stinging cheek, his eyes wide and his chest aching when he saw the deep hurt shining in Ben's eyes. "Ben, I never intended fo-" He didn't get to finish his sentence.

Suddenly Ben's hands were on the sides of his face again and the small human pulled his boyfriend into a deep, almost desperate kiss. Rook kissed back, both of them savoring the wonderful feeling of being with each other again.

"Please," Ben pleaded when they pulled apart. "please don't ever do something like that again. I-I can't lose you Fuzzball. I... I can't!"

Rook pulled Ben close, hugging him tightly. "I am so sorry Ben," Rook whispered, feeling tears well up in his eyes. "I never wanted to hurt you like that. Magister told me how you would sacrifice your life just to save us..." His breathing hitched, realising that he'd just put Ben through his own worst fear. "I did not want to risk you doing that, my Smarahd..." A choked sob escaped him. "I am so sorry." Rook said pulling Ben as close as he possibly could.

A few feet away, Ben's friends and family were watching the beautiful reunion. Gwen crossed her arms, and glared at her grandfather struggling to _**not**_be disgusted by what he had done. "We are having a talk when we get home."

"But first" Kevin grabbed the Destrauhl. "Lets destroy this thing, and throw this creep in the slammer." Kevin gave Kwaadsay a small kick in the side, making the villain growl at him. "Yeah, you're gonna be paying big time, for what you did."

Ben showed no indication of having heard them. He pressed his ear against Rook's chest, his breath catching in his throat when he heard that wonderful sound of Rook's strong heartbeat.

He wished he could stay like that, but there were still things that needed to be done. "The throne, Rook." Ben said pulling away just slighly.

"What is it, Smarahd?" Rook looked down at Ben's head, not wanting to let go.

Feeling the same way, Ben solved that problem by taking Rook's hand in his, and pulling him towards Kwaadsay's throne, careful to step over the unconscious Bleezian soldiers.

Rook did not even try to avoid stepping on the fallen soldiers. He even found some weird satishfaction when he stepped on Irrit's hand. He watched Ben study the control panel attacked to the arm of Kwaadsay's throne. Realizing what his beloved was looking for Rook grabbed the small microphone attached to the chair. "This is what Kwaadsay used to have his threats broadcasted all over the planet."

Ben took the microphone from Rook. He looked at it and then at Rook who gently squeezed Ben's hand and nodded.

That was enough to encourage Ben. For the first time in weeks he smiled a real smile as he held the microphone to his mouth. "_People of earth, this is Ben Tennyson speaking._" He anounced, feeling Rook gently rub his thumb over the back of his hand. Yes, this is how Ben could handle public speaking.

"_Today the Plumbers and I defeated the dictator Kwaadsay. All of Kwaadsay's soldiers have 24 hours to turn themselves in at Plumber Headquarters in Bellwood. If they do not than they will be hunted down and brought to justice." _Ben grinned and met Rook's eyes. "_Because, starting by today... Earth is free again_."


	6. Chapter 6

Disclaimer: We don't own Ben 10.

Chapter 6.

Half an hour later the team returned to Plumber H.Q where they split up. Kevin, Argit and Patelliday, who had been waiting for them with two strong Plumber guards at his side, escorted Kwaadsay to a high-secure detainment cell. Everyone at H.Q. was pretty darn surprised when they saw Rook, alive and well.

While the Tennysons and Rook went to the lab where Azmuth was already waiting for them.

The old Galvan raised an eyeridge when he saw the way Ben and Rook entered the lab. It looked like you would need a pry-bar to seperate those two. ...Or a megaphone to get them to look their attention away from each other..

Azmuth cleared his throat three times before Ben and Rook looked at him. "Pleasant to see you back in one piece."

"Skip the small talk Azmuth," Ben sniped, glaring at the First Thinker. "you knew about grandpa's plan."

"And I never agreed to it." Azmuth calmly reminded Ben.

"I know..." Ben sighed. "Sorry Azmuth, I just... I haven't figured out how I feel about this whole deal." He told Azmuth as he reached into his pocket and handed Azmuth the small black box, it was only a few inches bigger than the Anihilaarg. "I still can't believe I could have just destroyed it, this whole time." He said as he handed it to Azmuth.

Rook tensed up, his grip on Ben's arm tightening. "Ben?"

Ben's shoulders slumped, he knew he and Rook needed to talk, he also had few words to share with grandpa Max about this whole idiotic plan of theirs. But he still hadn't figure out how to put this... Betrayed feeling, into words.

"It wasn't fair, what you did to me, Rook." Ben murmured, turning to face Rook. "I get why you did it." He said when Rook opened his mouth to reply, cutting him off before he could defend himself. "But because you didn't want to lose me, I had to lose _you_?" Ben shook his head. "How is that fair?"

Rook looked at Ben with a guilty look. "It was not. I felt horrible the whole time. But when your grandfather told me how you would just throw your life away, it scared me, and I did not think straight." He bowed his head in shame. "I do not expect your forgiveness after everything I did."

Azmuth looked up from the Destruahl. "It's not entirely your fault Rook, Max used your emotions against you to do this, both of you wanted to keep Ben safe." He folded his hands behind his back. "Wasn't exactly a good way of doing it, but, at least you and Ben are in one piece. By the way Max made sure no one touched your belongings in your apartment, and by the looks of it that armor isn't very comfortable. So I imagine that you want your old armor back."

Rook nodded, the armor he was wearing was very uncomfurtable. "My old armor would be nice." Azmuth turned back to the devise and waved his hand in the shoo gesture. "You two run along then, I need some quiet time to destroy this thing."

Ben and Rook left Azmuth alone with his work and went to Rook's apartment at HQ.

They went to Rook's room where Rook opened a drawer and pulled his proto-armor out. "I will be back shortly." He told Ben, already displeased with having to leave the room, but he had been in this Bleezain soldier uniform for far too long.

"Sure, take your time." Ben sounded distracted. He sat down on Rook's bed and watched his supossedly 'dead' boyfriend disapear into the bathroom. The teen smiled tiredly. He was so going to Revonah with Rook, so Rook could explain this whole stupid ordeal to his family.

Ben could just picture Rook Da's lecture... 'How could you indulge yourself in such dishonorable actions?!' Yeah, for once Ben wouldn't mind hearing Da holler.

He sombered up all too soon, and looked down at the Omnitrix. Ben put the dial on Alien X. For a while he just looked at holographic green image of the celestialsapien. He could have just destroyed the Destuahl...

And the Anihilaarg too, if he was at it.

Get rid of those two ridculous weapons and the universe would be a whole lot safer.

That's how Rook found him ten minutes later.

The Revonahgander took one look at the alien Ben was staring at and ran towards Ben, dropping to his knees in front of him and pushing Ben's hands away from the Omnitrix. "No," Rook breathed, fighting down the panic bubbling in his stomach as he met Ben's eyes. "I know what you are thinking Ben, but- Please... No..."

"But if I used Alien X then I could get rid of the Destruahl and the An-"

Rook squeezed Ben's hands tightly. " No, you could not, because if you try to destroy the Destruahl you could die! I do not want you to throw your life away like that! Earth needs you, your family needs you, _**I**_ need you!"

Ben glared at the revonagander. "Well what about me when you played dead? Don't you think I needed _you_ there too?!"

"I know Ben, it was wrong and stupid of me to do that. But you are more important then I am."

"But you're important to me!" Ben insisted, his voice rising in frustration. "If it wasn't for you I'd probably be part of Kybers hunting trophies."

"Yes, but if it wasn't for you, earth would probably be long gone by now!"

"Then what right did you and grandpa have to keep me from stopping this war weeks ago?!" Ben snapped pushing Rook away and getting to his feet. "It's not just about you lying to me!" The teen muttered as he started to pace through the bedroom. "This whole war would have been over before it began if I des-"

"So this is why you did not tell me your 'back-up plan.'" Rook suddenly interupted Ben, making air quotes on the words 'back-up plan'. He sat down on his bed and watched Ben, feeling exhausted and helpless. "You will throw your life away just so stop weapons already in our possesion." He observed. "Do you have so little value for your life!"

Ben stopped his pacing, and rubbed the space between his eyes. "You know it's not like that Rook."

Rook got off the bed and walked over to Ben. "I am no longer sure, my Smarahd." He whispered, pulling Ben into his arms. He wasn't sure.

He really wasn't sure if he trusted Ben to take care of himself... Not after what Max told him, and certainly not after walking in on Ben staring at the Omnitrix, Alien X on the display... "I wish that I was Ben, but I am not."

Ben paused for a few moments, then wrapped his arms around Rook. "I'm sorry that my backup plan scares you so much. I don't like it either. But with all the pressure of so many peoples lives on the line, I gotta be ready to do what ever it takes."

"I am sorry for what I put you through." Rook purred softly, resting his chin on top of Ben's head. "I am aware that you detest admiting you need to be saved sometimes, but I just wish you would allow me to protect you for once."

Ben rested his cheek against Rook's chest. Even after those weeks apart, the feeling he got whenever he was in Rook's arms hadn't changed. He felt warm, safe and loved.

Right un till Argit suddenly opens the door and walked into the room. "Hey guys, Az-" The rodent paused to look at the scene he just stepped into. "Am I interrupting something?"

Ben groaned in annoyance now that the moment was over. "Yes." Rook looked at Argit confused. "How did you get in here?"

"I know how to pick locks, that and the security system here is pretty lousy." Argit shrugged in a 'What can you do about it' sort of way. "Azmuth needs us pronto. So if you're gonna suck faces do it fast." With that, Argit left. Ben and Rook looked at each other, then quickly followed him to the lab were Max and Azmuth were having a heated discussion.

Max looked at the Galvan in disbeleif. "What do you mean you can't destroy it?!"

Azmuth looked up at Max with the Destruahl in his tiny hands. "Who ever made this thing made it very well, I can't destroy it without it blowing up and it taking half of the universe with it."

Kevin raised an eyebrow. "Then why don't we just lock it up?"

"And have people coming after it like they do with the Anihilaarg? It's too risky."

"Then what should we do with it?" Gwen wondered, hugging herself, as she thought back to what the Destruahl was capable off. No she definetly didn't want anyone using that thing again.

Ben had stayed quiet this whole time, his fingers still interwinded with Rook's.

The young hero met Azmuth's eyes and the Galvan nodded.

Ben swallowed and turned to Rook, whose feline-like eyes shone with worry. Slowly shaking his head Ben wraped his arms around Rook's neck and hugged him tightly. "I love you Fuzzbal, but this was my choice and this is my job."

"Ben!" Rook furiously shook his head. "No! You cannot-" But Ben's hands were behind his neck, so he didn't even see it when Ben hit the Omnitrix. He only saw a flash of bright green light and then it was Alien X standing in Ben's place.

Rook looked at Alien X in horror. "BEN!"

Max tensed up and looked at Azmuth. "Azmuth you can't let him do this!"

Azmuth just shook his head. "This is Ben's choice, I can't control everything he does. If he gets Serena and Bellicus to agree with him, then we'll just have to hope that Ben beats the odds."

Rook mentally prayed that Ben couldn't get Serena and Bellicus to agree with him. He knew he was being selfish, but was it so wrong of him to want the one he cherished most, to be safe?

**Ben-10-Omniverse.**

Serena smiled when the young hero appeared infront of them. "Ben! So good to see you again."

Bellicus gave Ben a bitter look. "Thanks for pinning the blame on us in court."

Ben rubbed the back of his neck. "Yeah, sorry about that. Look, I need to use Alien X so I can destroy the Destruahl, so no one will ever use it ever again."

Serena gasped. "But Ben, all that power could kill your human body."

"I know..."

Bellicus raised an eyebrow. " You're really willing to throw your life away?"

Ben nodded. " If it means my family, friends, and all the innocent people can keep living, then yes."

Bellicus hummed, thinking it over. Finally he nodded. "I can actually respect that. You're a brave young man. Stupid, but brave."

Serena was still unsure, she looked at Ben worried. "But Ben, you're only 17. You have so much ahead of you."

"Trust me, I'd prefer to live past my 20's, but I've had a pretty amazing life. I saved the world, and the Universe, and I've met some amazing people. So if I do die, I'll die happy."

The two personalities looked at each other.

"...Motion carried."

**Ben-10-Omniverse.**

Rook expected it take some time before something happened, just like the last time he had seen Ben as Alien X. He wasn't prepared when the Destuahl floated from Azmuth's hands.

"No..."

A soft golden glow surounded Alien X's outline and green sparks shot out of the Omnitrix.

"Ben!" Gwen tried to run towards her cousin, but Kevin grabbed her arm and pulled her close. "Don't stop him now babe..." As much as he wanted to stop his best friend from doing this, he knew that it was dangerous to interupt Celestialsapiens when they were using their powers.

"Azmuth!" Max cried out, snaping his head in the direction of the First-Thinker. "You gotta do something!"

Azmuth shook his head. "This is his choice."

Rook refused to listen to the Galvan. "Ben!" He ran to his boyfriend and reached out to Ben, flinching back when the sparks coming from the Omnitrix burned his hand. "Ben! STOP THIS!" He screamed at his boyfriend, furiously shaking his head in denial. This couldn't be happening. Not after everything he did to prevent this!

"BEN! PLEASE DO NOT DO THIS!" By now the golden light that surounded Alien X also surounded Rook and it had grown so bright that Gwen, Max and the others could no longer see the couple.

"I do not care what happens to rest of the universe!" Rook screamed, desperately hitting the Omnitrix symbol on Ben's chest, trying to turn him back to normal. "I only need you to be alright! PLEASE!" Rook wasn't aware of the tears running down his fury cheeks. He was too afraid for what was about to happen. "Come back Ben..."

The light surounding them slowly started to fade.

Max, Azmuth, Gwen, Kevin and Argit tore their eyes away from the fallen particles of what was once the Destruahl to stare at the couple.

Rook still had his hand on Alien X's chest and was gazing at Ben with eyes that shone with fear. He reached out, his hand stopping inches from Alien X's face. "Ben?"

It was then that Alien X started to change, one second it was Alien X, the next it was Ben, then Alien X again. It took far too long before Alien X stopped changing, and finally Ben was back, smoke rising from his body.

Ben stayed upright for half a second before slumping forward. Rook instinctely caught him, together they sank down to the ground. "Ben!" Rook's hands shook as he cradled Ben's head on his lap.

"_Brallada..._"

Ben was deadly pale, bruises were forming all over his body and blood was leaking from his nose.

Max looked at his grandson, feeling dread sink in. "Ben...Oh no..."

Argit was holding his tail nervously while looking at the young hero. "Oh man, is he..."

Ben suddenly gasped for air and started coughing. He slowly opened his eyes, those beautiful emerald eyes that Rook loved so much. "BEN!"

Everyone, including Azmuth, sighed in relief. Gwen put her hand over her pounding heart. "Oh thank God."

Ben tiredly looked up at Rook with a weak smile. "Guess I'm even stronger then _you _thought, huh Fuzzball..." Rook tensed when Ben closed his eyes. "Ben?"

Azmuth walked over to the two and pulled out a scanner. "Let me look at him." He took a quick scan of the teen and studied the results. "That boy always somehow manages to impress me." Azmuth muttered shaking his head in amezment.

"He'll be fine. He's just going to feel a little sick for a few days. make sure he gets plenty of rest, and no 'Hero Time' for at the least a week." The old Galvan insisted, looking at Max, knowing that his old friend would make sure his instructions were followed to the word.

Azmuth then looked back at Rook. "I suggest taking him home after you clean him up a little and explain everything to his parents."

Hugging Ben close, Rook nodded at Azmuth, smiling a watery smile. "I will, Azmuth." He shuddered, and nuzzled his cheek against Ben's head. "Oh thank goodness..."

**Ben-10-Omniverse.**

It would be a great lie to say that Carl and Sandra were surprised when Rook and Max showed up at their door, Rook carying their unconscious son, bridal style. Shocked might come closer to cover their feeling, but it was still a huge understatement.

For a moment they just stared at Rook and Rook stared back, at loss for what to say.

They would have continued staring at one another had Max not spoke up. "Long story short, I convinced Rook to fake his death so Ben wouldn't do something that would get him killed, they reunited, we caught Kwaadsay and Ben did what Rook and I were trying to prevent anyway, but he survived." Max looked down at his grandson in Rook's arms. He should have known better... Ben always beat the odds.

Sandra was the first one to speak up. "Um, Rook dear, can you please bring Ben to his room?"

Rook nodded. "Yes ma'am." He said before walking past Ben's parents and heading for Ben's room.

Sighing Carl shook his head and looked at his father. "I cannot WAIT to hear the whole story."

Sandra rubbed her head. "I'm still trying to process this..."

**Ben-10-Omniverse.**

Once he entered the bedroom, Rook put Ben down on his bed and tucked him in. He sat down on the bed and started to playing with Ben's hair, which was slightly singed at the tips.

Rook bent down to give Ben a kiss on the forehead, but got caught off guard when he made contact with lips instead and he felt trembling hands on the sides of his face. When he pulled away he saw Ben smiling tiredly at him. " How long have you been awake?"

"I woke up while you were messing with my hair." Ben answered, a small tired small on his cracked lips.

"How do you feel?"

Ben scrunched up his face. "Like I rode a rollercoaster over and over again and got hit by a bus."

Rook shook his head, 'earth expressions...' "You were wonderful today, my Smarahd." he told Ben, laying down besides him and gazing lovingly into Ben's eyes. "You scared me, but you were amazing."

Ben smiled weakly. "Thanks Fuzzball... I didn't mean to scare you, but I- It's my job to protect the universe. Whatever it takes."

Rook didn't agree with the risks Ben was willing to take and he doubted he ever would, but he was too relieved to have Ben with him, alive and well, to argue with Ben's views. "I love you, so much."

"I love you too." Ben touched Rook's cheek again, freezing when Rook flinched. "What? Are you hurt?"

Shaking his head, Rook rubbed his cheek, feeling a slight swelling underneath his fur. "Brallada, Ben you slap hard."

That actually got the teen to grin at his boyfriend. "You soooooooo deserved it at the time dude." So much had happened in the past few hours, he'd nearly forgotten his own reaction to seeing his boyfriend after thinking he was dead.

Rook sighed. "I know. Sorry." He knew that it would probably take some time before things went back to the way they were before all of this. It would take a while before he earned Ben's forgiveness. Rook doubted that he'd ever forgive himself for what he put his loved ones through...

Snuggling closer to his boyfriend, Ben closed his eyes. " As long as you don't pull a stunt like that again I won't slap you again."

Rook held Ben close. "I promise I will not do that ever again." He promised, and kissed the side of Ben's head.

Ben finally truly relaxed, and smiled.

"Good."


End file.
